ASSET PURCHASE AGREEMENT 


This
Asset Purchase Agreement (this "Agreement") dated as of July 25, 2018 (the “Effective Date”),
is entered into by and among Rocky Mountain High Brands, Inc., a Nevada corporation, ("Purchaser"), and BFIT
Brands, LLC, an Arizona limited liability company (“Seller”).


Whereas,
Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of Seller’s assets relating to
and used in Seller’s drink business (the “Business”), upon the terms and subject to the conditions of
this Agreement.


Now,
Therefore, in consideration of the foregoing and the representations, warranties, covenants and agreements set
forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:


 


ARTICLE I



PURCHASE AND SALE OF ACQUIRED ASSETS


Purchase and Sale. (a) On the terms
and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser,
and Purchaser shall purchase from Seller, all the right, title and interest of Seller in, to and under the Acquired Assets (as
hereinafter defined), for the total purchase price of $230,000 (the “Purchase Price”), to be paid as follows:


 


a.      
$75,000 in cash, to be paid to Seller in installments following the effective date of the asset purchase, payable on the
15th day the month following the end of each of the Purchaser’s fiscal quarters. Each installment payment shall
be equal to five percent (5%) of the net sales revenue generated by Seller’s business during the applicable fiscal quarter.
Net sales are defined as total sales less allowances, returns, discounts, and slotting fees;


 


		b.	$75,000 worth of validly issued, fully paid, non-assessable shares of the Purchaser’s common stock to be issued on the
effective date of the asset purchase. These shares shall be restricted shares under Rule 144 of the Securities Act and shall be
subject thereto. The shares shall be valued using the closing share price for the Purchaser’s common stock on the effective
date of the asset sale; and



 


		c.	Forgiveness of the $80,000 Secured Promissory Note dated June 29, 2018 between Purchaser and
Seller.



 


Section 1.1.The
purchase and sale of the Acquired Assets is referred to in this Agreement as the “Acquisition.” THIS IS AN ASSET
PURCHASE ONLY AND NO LIABILITIES OF SELLER ARE BEING ASSUMED BY PURCHASER.


Section
1.2. Acquired Assets.




    	 		 



    	 



    

 


(a)               
The term “Acquired Assets” means all of the assets of Seller of any nature whatsoever, including but
not limited to the following assets of Seller:


(i)                
All trademarks and intellectual property rights of any nature relating to the Business, including but not limited to “FitWhey”;


(ii)              
All Accounts Receivable of Seller;


(iii)            
All customer lists of Seller;


(iv)       All
inventory on hand (including but not limited to all finished goods, packaging, work in process/progress and all raw materials)
relating to the Business;


(v)       All
websites, ecommerce sites, Twitter, Facebook and all other social media sites of any nature related to the Business;


(vi) All recipes
and formulas for the drinks and products of the Business;


(vii)       All
procedures relating to the operation of the Business;


(viii)All
general intangibles relating or associated with the operation of the Business; and


(iv)            
All goodwill generated by, and associated with, the Business.


 





ARTICLE II



THE CLOSING


Section
2.1. Closing Date. The closing of the Acquisition (the “Closing”) shall take place on or before July
25, 2018, or at such other date as may be agreed upon in writing by Seller and Purchaser. The date on which the Closing occurs
is referred to in this Agreement as the “Closing Date”. The Closing may also be effectuated with the exchange
of closing documents by facsimile or electronic mail and delivery of Purchaser’s shares.


Section
2.2. Transactions To Be Effected at the Closing. At the Closing:


(a)               
Seller and the Shareholders shall execute and deliver, if appropriate, to Purchaser the following:


(i)                
A Bill of Sale and Assignment in the form attached hereto as Exhibit “A”;


(ii)        the
Non-Competition Agreement in the form attached hereto as Exhibit "B"; and


(iii)       such
other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance
with the covenants set forth in this Agreement.




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(b)              
Purchaser shall deliver to Seller the following:


(i)                
the Purchase Price as described in Section 1.1 hereof;


(ii)        such
other documents as Seller or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with
the covenants set forth in this Agreement.


 


ARTICLE III



REPRESENTATIONS AND WARRANTIES 


Seller represents
and warrants to Purchaser as follows:


Section
3.1. Organization, Standing and Power. Seller is an Arizona limited liability company, duly organized, validly existing
and in good standing under the laws of the State of Arizona and has full corporate power and authority and possesses all governmental
franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties
and assets and to carry on the Business as presently conducted.


Section
3.2. Authority; Execution and Delivery; Enforceability. Seller has full power and authority to execute this Agreement and
to consummate the Acquisition and the other transactions contemplated hereby. The execution and delivery by Seller of this Agreement
and the consummation by Seller of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized
by all necessary action. Seller and Shareholders have duly executed and delivered this Agreement, and this Agreement constitutes
a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.


Section
3.3. No Conflicts; Consents. The execution and delivery by Seller of this Agreement do not (a) conflict with, (b) result
in any violation of or default under, (c) give rise to (i) a right of termination, cancellation or acceleration of any obligation
under, (ii) a loss of a material benefit under or (iii) increased, additional, accelerated or guaranteed rights or entitlements
of any person under, or (d) result in the creation of any Lien upon any of the properties or assets of Seller under any provision
of the certificate or articles of incorporation and by-laws of Seller. No consent, approval, license, permit, order or authorization
(“Consent”) of, or registration, declaration or filing with, any third party or any Federal, state, local or
foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority
or instrumentality, domestic or foreign (a “Governmental Entity”) is required to be obtained or made by or with
respect to Seller in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition.


Section
3.4. Sufficiency of Acquired Assets. The Acquired Assets constitute all of the assets that are employed by Seller in connection
with the Business. The Acquired Assets are sufficient for the conduct of the Business immediately following the Closing in substantially
the same manner as currently conducted.




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Section
3.5. Proceedings. There are no pending suits, actions or proceedings (collectively, “Proceedings” and
each, a “Proceeding”) or claims arising out of the conduct of the Business or against or affecting any Acquired
Asset. Seller is not a party or subject to or in default under any judgment applicable to the conduct of the Business or any Acquired
Asset. There is not any Proceeding or claim by Seller pending, or which Seller intends to initiate, against any other Person arising
out of the conduct of the Business. To the knowledge of Seller, there is no pending or threatened investigation of or affecting
the conduct of the Business or any Acquired Asset.


Section
3.6. Absence of Changes or Events. Seller has caused the Business to be conducted in the ordinary course and in substantially
the same manner as previously conducted and has made all reasonable efforts consistent with past practices to preserve the relationships
of the Business with customers, suppliers and others with whom the Business deals.


Section
3.7. Compliance with Applicable Laws. Seller has not received any written or oral communication from a Governmental Entity
that alleges that the Business is not in compliance in any material respect with any applicable laws, regulations, ordinances and
the like (“Applicable Laws”). Seller has not received any written notice that any investigation or review by
any Governmental Entity with respect to any Acquired Asset or the Business is pending or that any such investigation or review
is contemplated.


Section
3.8. Effect of Transaction. No vendor, customer, supplier, employee, client, creditor, or other person having a business
relationship with the Business has informed Seller that such person intends to change such relationship because of the Acquisition
or the consummation of any other transaction contemplated hereby.


Section
3.9. Disclosure. No representation or warranty of Seller contained in this Agreement, and no statement contained in any
document, certificate, Exhibit or Schedule furnished or to be furnished by or on behalf of Seller to Purchaser or any of Purchaser’s
representatives pursuant to this Agreement, contains or will contain any untrue statement of a material fact, or omits or will
omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the
statements herein or therein not misleading or necessary in order to fully and fairly provide the information required to be provided
in any such document, certificate, Exhibit or Schedule.


Purchaser represents
and warrants to Seller and the Shareholders as follows:


Section
3.10. Organization, Standing and Power. Purchaser is duly organized, validly existing and in good standing under the laws
of the jurisdiction in which it is organized and has full corporate power and authority and possesses all governmental franchises,
licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets
and to carry on its business as presently conducted.


Section
3.11.Authority; Execution and Delivery; Enforceability. Purchaser has full power and authority to execute this Agreement
and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution and delivery by Purchaser
of this Agreement and the consummation by Purchaser of the Acquisition and the other transactions contemplated hereby and thereby
will be duly authorized by all necessary corporate action. Purchaser has duly executed and delivered this Agreement, and this Agreement
constitutes, the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.




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Section
3.12. No Conflicts; Consents. The execution and delivery by Purchaser of this Agreement do not conflict with any contract
to which Purchaser is a party. No consent of or registration, declaration or filing with any third party or any Governmental Entity
is required to be obtained or made by or with respect to Purchaser in connection with the execution, delivery and performance of
this Agreement or the consummation of the Acquisition or the other transactions contemplated hereby and thereby.


 





ARTICLE IV



COVENANTS


Section
4.1. Covenants of Seller Relating to Conduct of Business.


(a)               
Except as otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, Seller shall
conduct the Business in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable
efforts consistent with past practices to preserve the relationships of the Business with all vendors, customers, suppliers and
other persons with whom the Business deals. Prior to the Closing, Seller shall not take any action that would, or that could reasonably
be expected to, result in any of the conditions to the purchase and sale of the Acquired Assets set forth herein not being satisfied.
In addition, prior to the Closing and except as otherwise expressly permitted by the terms of this Agreement, Seller shall not
take any significant action or make any significant decision with respect to the Business without the prior written consent of
Purchaser.


Section
4.2. Confidentiality. Purchaser and Seller shall keep confidential, and cause their respective affiliates, officers, directors,
employees and advisors to keep confidential, all information relating to the Business, except as required by law or administrative
process and except for information that is available to the public on the Closing Date. If Purchaser completes the transactions
contemplated by this Agreement, Seller’s covenant set forth herein shall survive for three (3) years after the Closing Date.


Section
4.3. Reasonable Efforts.


(a)               
On the terms and subject to the conditions of this Agreement, each party shall use its reasonable efforts to cause the Closing
to occur as provided in Section 2.1 as soon as practicable following the satisfaction or waiver of the conditions precedent
set forth herein, including taking all reasonable actions necessary to comply promptly with all legal requirements that may be
imposed on it with respect to the Closing.


Section
4.4. Post-Closing Cooperation.


(a)               
Purchaser and Seller shall cooperate with each other, and shall cause their officers, employees, agents, auditors and representatives
to cooperate with each other after the Closing to ensure the orderly transition of the Business from Seller to Purchaser and to
minimize any disruption to the Business that might result from the transactions contemplated hereby. After the Closing, upon reasonable
written notice, Purchaser and Seller shall furnish or cause to be furnished to each other and their employees, counsel, auditors
and representatives access, during normal business hours, to such information and assistance (to the extent within the control
of such party) relating to the Business as is reasonably necessary for financial reporting and accounting matters.




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Section 4.5
Further Assurances. From time to time, as and when requested by any party, each party, without expense to such party, shall
execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken,
all such further or other actions, as such other party may reasonably deem necessary or desirable to consummate the transactions
contemplated by this Agreement, including, in the case of Seller, executing and delivering to Purchaser such assignments, deeds,
bills of sale, consents and other instruments as Purchaser or its counsel may reasonably request as necessary or desirable for
such purpose.


Section 4.6
Restrictive Covenants. At the Closing, Seller shall enter into the Non-Competition Agreement in the form attached hereto
as Exhibit "A".


 





ARTICLE V



CONDITIONS PRECEDENT


Section
5.1. Conditions to Obligations of Purchaser. The obligation of Purchaser to complete the Acquisition is subject to the satisfaction
(or waiver by Purchaser) on or prior to the Closing Date of the following conditions:


(a)               
Representations and Warranties. The representations and warranties of Seller made in this Agreement shall be true
and correct.


(b)              
Performance of Obligations of Seller. Seller shall have performed or complied in all material respects with all obligations
and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing.


(c)               
Absence of Proceedings. There shall not be pending or threatened by any Governmental Entity any Proceedings (or by
any other person any Proceedings that has a reasonable likelihood of success), challenging or seeking in any respect to restrain
or prohibit the Acquisition or any other transaction contemplated by this Agreement.


(d)              
Consents. Seller shall have received written consents from all persons necessary or appropriate to effect the Acquisition.


Section
5.2. Conditions to the Obligations of Seller. The obligation of Seller to complete the Acquisition is subject to the satisfaction
(or waiver by Seller) on or prior to the Closing Date of the following conditions:


(a)               
Representations and Warranties. The representations and warranties of Purchaser made in this Agreement shall be true
and correct.


(b)              
Performance of Obligations of Purchaser. Purchaser shall have performed or complied in all material respects with
all obligations and covenants required by this Agreement to be performed or complied with by Purchaser by the time of the Closing.




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ARTICLE VI



TERMINATION, AMENDMENT AND WAIVER


Section
6.1. Termination.


(a)               
Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Acquisition and the
other transactions contemplated by this Agreement abandoned at any time prior to the Closing Date:


(i)                
by mutual written consent of Purchaser and Seller;


(ii)              
by Seller if (i) Purchaser breaches or fails to perform or comply with any of its material covenants or agreements contained
herein, or breaches its representations and warranties in any material respect, (ii) Seller has notified Purchaser in writing of
the breach, and (iii) the breach is incapable of being cured or has continued without cure for a period of ten (10) days after
the notice of breach; or


(iii)            
by Purchaser if (i) Seller breaches or fails to perform or comply with any of its material covenants or agreements contained
herein, or breach the representations and warranties made by Seller in any material respect, (ii) Purchaser has notified Seller
in writing of the breach and (iii) the breach is incapable of being cured or has continued without cure for a period of ten (10)
days after the notice of breach.


Section 6.2.
Effect of Termination. If this Agreement is terminated and the transactions contemplated hereby are abandoned as described
herein, this Agreement shall become null and void and of no further force and effect.


Section
6.3. Amendments and Waivers. This Agreement may not be amended except by an instrument in writing signed on behalf of each
of the parties hereto.


 


ARTICLE VII



INDEMNIFICATION


Section
7.1. Indemnification by Seller. Seller shall indemnify Purchaser and its affiliates and each of their respective officers,
directors, partners, members, managers, employees, stockholders, agents and representatives against, and hold them harmless from,
any loss, liability, obligations, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”),
as incurred (payable within thirty (30) days after receipt of a written request), for or on account of, or arising from or in connection
with or otherwise in respect of:


(a)               
any breach of any representation or warranty of Seller that survives the Closing contained in this Agreement; or


(b)              
any breach of any covenant of Seller contained in this Agreement.




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Section
7.2. Indemnification by Purchaser. Purchaser shall indemnify Seller and its officers, directors, shareholders, employees,
agents and representatives against, and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written
request), for or on account of, or arising from or in connection with or otherwise with respect of:


(a)               
any breach of any representation, warranty of Purchaser contained in this Agreement; or


(b)              
any breach of any covenant of Purchaser contained in this Agreement.


 


ARTICLE VIII



GENERAL PROVISIONS


Section
8.1. Assignment. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by Seller
without the prior written consent of Purchaser. Purchaser may assign this Agreement to an entity controlled by Purchaser by providing
written notice to Seller.


Section
8.2. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted assigns
and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and such
assigns, any legal or equitable rights hereunder.


Section 8.3.
Notices. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be
delivered by hand or sent by facsimile or sent, postage prepaid, by registered, certified or express mail or reputable overnight
courier service and shall be deemed given when so delivered by hand or facsimile, or if mailed, three days after mailing (one business
day in the case of express mail or overnight courier service), as follows:


To the Seller:


 


	BFIT Brands, LLC
	Attn: Erik Rothchild
	6645 E. Gelding Dr.
	Scottsdale, AZ 85254


 


To the Purchaser:


 


	Rocky Mountain High Brands, Inc.
	Attn: David M. Seeberger
	9101 LBJ Freeway, Suite 200
	Dallas, TX 75243


 




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Section
8.4. Interpretation; Exhibits and Schedules; Certain Definitions.


(a)               
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and
made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise
defined therein, shall have the meaning as defined in this Agreement. When a reference is made in this Agreement to a Section,
Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated.


(b)              
For all purposes hereof:


“affiliate”
of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with, such first person, and, in the case of Seller, shall be deemed to include the shareholders of
Seller.


“including”
means including, without limitation.


“person”
means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, Governmental Entity or other
entity.


Section
8.5. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and
the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered
to the other parties.


Section
8.6. Entire Agreement. This Agreement contains the entire agreement and understanding between the parties hereto with respect
to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. No party shall
be liable or bound to any other party in any manner by any representations, warranties or covenants relating to such subject matter
except as specifically set forth herein.


Section
8.7. Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision
(or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court
of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the
remaining portion thereof) or the application of such provision to any other persons or circumstances.


Section
8.8. Consent to Jurisdiction. Purchaser and Seller irrevocably submit to the exclusive jurisdiction of the courts of the
State of Texas, County of Dallas, for the purposes of any suit, action or other proceeding arising out of this Agreement or any
transaction contemplated hereby.


Section 8.9.
Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas
applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles
of such State.


Section
9.10. Seller’s Knowledge. For purposes of this Agreement, “Seller’s knowledge” shall mean
the actual knowledge, upon reasonable investigation or inquiry, of the Shareholders of Seller.





(Signature page
follows)







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IN WITNESS WHEREOF,
this Note has been executed effective the date and place first written above.


 


SELLER: BFIT
Brands, LLC


 


 


 


By: /s/Tim McGeehan_________________


Tim McGeehan, Majority
Shareholder


 


 


 


By: /s/Erik Rothchild__________________


Erik Rothchild, Co-Founder


 


 


 


PURCHASER: Rocky
Mountain High Brands, Inc.


 


 


 


By: /s/Michael R. Welch_______________


Michael Welch, CEO








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